Item 1. Financial Statements

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Item 1. Financial Statements

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share and share data)


	As of
	September 30,		December 31,
(unaudited)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,656 and $3,497 at September 30, 2025 and December 31, 2024, respectively)	$	400,089	$	409,351
Accounts receivable (net of allowances of $5,897 and $5,284 at September 30, 2025 and December 31, 2024, respectively)	745,852		820,709
Prepaid income taxes	95,533		48,162
Prepaid and other assets	67,247		65,799
Total current assets	1,308,721		1,344,021

Property, equipment and leasehold improvements, net	82,570		70,885
Right of use assets	116,004		119,435
Goodwill	2,923,468		2,915,167
Intangible assets, net	849,611		907,613
Deferred tax assets	41,541		40,626
Other non-current assets	67,225		47,692
Total assets	$	5,389,140	$	5,445,439


LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	16,048	$	14,517
Income taxes payable	77,236		37,989
Accrued compensation and related benefits	193,707		217,492

Other accrued liabilities	222,584		192,233
Deferred revenue	974,662		1,123,423
Total current liabilities	1,484,237		1,585,654

Long-term debt	5,507,771		4,510,816
Long-term operating lease liabilities	111,742		121,153
Deferred tax liabilities	82,772		47,623
Other non-current liabilities	118,593		120,190
Total liabilities	7,305,115		6,385,436


Commitments and Contingencies (see Note 7)

Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100,000,000 shares authorized; no shares issued)	—		—
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,317,153 and 134,079,855 common shares issued and 75,180,647 and 77,744,588 common shares outstanding at September 30, 2025 and December 31, 2024, respectively)	1,343		1,341
Treasury shares, at cost (59,136,506 and 56,335,267 common shares held at September 30, 2025 and December 31, 2024, respectively)	(8,918,561)		(7,334,291)
Additional paid in capital	1,776,617		1,683,693
Retained earnings	5,278,392		4,780,300
Accumulated other comprehensive loss	(53,766)		(71,040)
Total shareholders’ equity (deficit)	(1,915,975)		(939,997)

Total liabilities and shareholders’ equity (deficit)	$	5,389,140	$	5,445,439

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
(unaudited)	2025		2024		2025		2024
Operating revenues	$	793,426	$	724,705	$	2,311,931	$	2,112,619

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	132,528		126,192		406,985		382,815
Selling and marketing	79,856		70,763		236,773		214,385
Research and development	44,807		38,584		136,472		120,182
General and administrative	41,805		41,561		137,251		137,958
Amortization of intangible assets	40,937		41,939		128,569		121,316
Depreciation and amortization of property, equipment and leasehold improvements	5,803		4,332		15,934		12,639
Total operating expenses	345,736		323,371		1,061,984		989,295


Operating income	447,690		401,334		1,249,947		1,123,324

Interest income	(5,109)		(5,217)		(11,914)		(17,375)
Interest expense	53,620		46,688		146,296		139,995
Other expense (income)	2,671		2,927		10,147		7,881

Other expense (income), net	51,182		44,398		144,529		130,501


Income before provision for income taxes	396,508		356,936		1,105,418		992,823
Provision for income taxes	71,122		76,035		187,782		189,210
Net income	$	325,386	$	280,901	$	917,636	$	803,613


Earnings per share:
Basic	$	4.26	$	3.58	$	11.89	$	10.18
Diluted	$	4.25	$	3.57	$	11.87	$	10.15

Weighted average shares outstanding:
Basic	76,460		78,499		77,159		78,925
Diluted	76,579		78,729		77,290		79,159

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
(unaudited)	2025		2024		2025		2024
Net income	$	325,386	$	280,901	$	917,636	$	803,613
Other comprehensive income (loss):
Foreign currency translation adjustments	(5,005)		12,899		17,963		9,102
Income tax effect	751		(1,039)		(1,884)		(827)
Foreign currency translation adjustments, net	(4,254)		11,860		16,079		8,275


Pension and other post-retirement adjustments	827		(28)		1,429		78
Income tax effect	(234)		23		(234)		19
Pension and other post-retirement adjustments, net	593		(5)		1,195		97

Other comprehensive income (loss), net of tax	(3,661)		11,855		17,274		8,372

Comprehensive income	$	321,725	$	292,756	$	934,910	$	811,985

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)


(unaudited)	Common Stock		Treasury Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2024	$	1,341	$	(7,334,291)	$	1,683,693	$	4,780,300	$	(71,040)	$	(939,997)
Net income							288,600				288,600
Dividends declared ($1.80 per common share)							(141,392)				(141,392)
Dividends paid in shares					35						35
Other comprehensive income (loss), net of tax									7,372		7,372
Common stock issued	2										2
Shares withheld for tax withholding			(57,735)								(57,735)
Exercise of stock options					394						394
Compensation payable in common stock					40,366						40,366
Common stock repurchased and held in treasury			(156,207)								(156,207)
Common stock issued to Directors and (held in)/released from treasury			(8)								(8)
Balance at March 31, 2025	1,343		(7,548,241)		1,724,488		4,927,508		(63,668)		(958,570)

Net income							303,650				303,650
Dividends declared ($1.80 per common share)							(140,004)				(140,004)
Dividends paid in shares					11						11
Other comprehensive income (loss), net of tax									13,563		13,563
Common stock issued											—
Shares withheld for tax withholding			(74)								(74)
Exercise of stock options					3,915						3,915
Compensation payable in common stock					23,412						23,412
Common stock repurchased and held in treasury			(132,460)								(132,460)
Common stock issued to Directors and (held in)/released from treasury			349								349
Balance at June 30, 2025	1,343		(7,680,426)		1,751,826		5,091,154		(50,105)		(886,208)

Net income							325,386				325,386
Dividends declared ($1.80 per common share)							(138,148)				(138,148)
Dividends paid in shares					6						6
Other comprehensive income (loss), net of tax									(3,661)		(3,661)
Common stock issued											—
Shares withheld for tax withholding and exercises			(224)								(224)
Exercise of stock options					2,276						2,276
Compensation payable in common stock					22,509						22,509
Common stock repurchased and held in treasury			(1,237,905)								(1,237,905)
Common stock issued to Directors and (held in)/released from treasury			(6)								(6)
Balance at September 30, 2025	$	1,343	$	(8,918,561)	$	1,776,617	$	5,278,392	$	(53,766)	$	(1,915,975)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)


(unaudited)	Common Stock		Treasury Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total






































Balance at December 31, 2023	$	1,338	$	(6,447,101)	$	1,587,670	$	4,179,681	$	(61,352)	$	(739,764)
Net income							255,954				255,954
Dividends declared ($1.60 per common share)							(129,444)				(129,444)
Dividends paid in shares					74						74
Other comprehensive income (loss), net of tax									(2,205)		(2,205)
Common stock issued	3										3
Shares withheld for tax withholding			(69,991)								(69,991)
Exercise of stock options
Compensation payable in common stock					34,894						34,894
Common stock repurchased and held in treasury											—
Common stock issued to Directors and (held in)/released from treasury			(38)								(38)
Balance at March 31, 2024	1,341		(6,517,130)		1,622,638		4,306,191		(63,557)		(650,517)

Net income							266,758				266,758
Dividends declared ($1.60 per common share)							(127,304)				(127,304)
Dividends paid in shares					40						40
Other comprehensive income (loss), net of tax									(1,278)		(1,278)
Common stock issued											—
Shares withheld for tax withholding			(200)								(200)
Compensation payable in common stock					19,707						19,707
Common stock repurchased and held in treasury			(243,035)								(243,035)
Common stock issued to Directors and (held in)/released from treasury			1,346								1,346
Balance at June 30, 2024	1,341		(6,759,019)		1,642,385		4,445,645		(64,835)		(734,483)

Net income							280,901				280,901
Dividends declared ($1.60 per common share)							(126,186)				(126,186)
Dividends paid in shares					8						8
Other comprehensive income (loss), net of tax									11,855		11,855
Common stock issued											—
Shares withheld for tax withholding and exercises			(761)								(761)
Compensation payable in common stock					18,400						18,400
Common stock repurchased and held in treasury			(200,724)								(200,724)
Common stock issued to Directors and (held in)/released from treasury			(8)								(8)
Balance at September 30, 2024	$	1,341	$	(6,960,512)	$	1,660,793	$	4,600,360	$	(52,980)	$	(750,998)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended September 30,
(unaudited)	2025		2024
Cash flows from operating activities
Net income	$	917,636	$	803,613
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	128,569		121,316
Stock-based compensation expense	85,772		72,235
Depreciation and amortization of property, equipment and leasehold improvements	15,934		12,639
Amortization of right of use assets	18,468		19,582
Amortization of debt origination fees	4,134		3,856
Loss on extinguishment of debt	—		1,510
Deferred taxes	33,421		32,085
Other adjustments	17,377		7,915
Changes in assets and liabilities:
Accounts receivable	79,303		194,233
Prepaid income taxes	(47,119)		(17,882)
Prepaid and other assets	(1,027)		(6,179)
Other non-current assets	(15,468)		(579)
Accounts payable	1,131		(1,163)
Income taxes payable	31,917		14,063
Accrued compensation and related benefits	(28,487)		(38,461)
Other accrued liabilities	27,322		20,664
Deferred revenue	(162,262)		(146,357)
Long-term operating lease liabilities	(21,202)		(19,294)
Other non-current liabilities	2,854		(2,681)
Other	(957)		(121)
Net cash provided by operating activities	1,087,316		1,070,994


Cash flows from investing activities
Capitalized software development costs	(66,691)		(59,648)
Capital expenditures	(26,880)		(19,515)
Cash paid for acquisitions, net of cash acquired	—		(27,467)
Other	(43)		(892)
Net cash used in investing activities	(93,614)		(107,522)


Cash flows from financing activities
Repurchase of common stock held in treasury	(1,577,483)		(511,218)
Payment of dividends	(421,386)		(383,980)
Repayment of borrowings	(926,875)		(364,063)
Proceeds from borrowings, net of discount	1,931,875		336,875
Payment of debt issuance costs	(12,771)		(3,739)
Payment of contingent consideration and deferred purchase price from acquisitions	(12,145)		—
Proceeds from exercise of stock options	6,585		—
Net cash used in financing activities	(1,012,200)		(926,125)


Effect of exchange rate changes	9,236		1,939

Net increase (decrease) in cash, cash equivalents and restricted cash	(9,262)		39,286

Cash, cash equivalents and restricted cash, beginning of period	409,351		461,693
Cash, cash equivalents and restricted cash, end of period	$	400,089	$	500,979


Supplemental disclosure of cash flow information:
Cash paid for interest	$	121,727	$	124,963
Cash paid for income taxes, net of refunds received	$	156,183	$	161,423

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	2,861	$	3,153

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. INTRODUCTION AND BASIS OF PRESENTATION

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community. Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively. Our products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.

In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.

In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings. There were no changes to the composition of our operating or reportable segments, the financial information reviewed by our chief operating decision maker (“CODM”), or our historical segment operating results.

Concentrations

For the nine months ended September 30, 2025 and 2024, BlackRock, Inc. (“BlackRock”) accounted for 10.6% and 10.1% of the Company’s consolidated operating revenues, respectively. For the nine months ended September 30, 2025 and 2024, BlackRock accounted for 18.5% and 17.8% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the nine months ended September 30, 2025 and 2024.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2023 to September 30, 2025 were as follows:


(in thousands)	Amount
Balance as of December 31, 2023	$	3,968
Addition to credit loss expense	3,990
Write-offs, net of recoveries	(2,674)
Balance as of December 31, 2024	$	5,284

Addition to credit loss expense	2,017
Write-offs, net of recoveries	(1,404)
Balance as of September 30, 2025	$	5,897

2. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 was adopted by the Company and was effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods. The adoption of ASU 2023-07 expanded certain disclosures but did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of ASU 2023-09 will expand our disclosures, but we do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” or ASU 2024-03. The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in 2028 on a prospective basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update No. 2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05. The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets. Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. ASU 2025-05 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2026 and interim period reporting beginning in 2026 on a prospective basis. The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” or ASU 2025-06. The amendments in ASU 2025-06 remove references to prescriptive and sequential software development stages. The amendments also require entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2028 and interim period reporting beginning in 2028, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or on a modified prospective transition method. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

3. REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.

The tables that follow present the disaggregated operating revenues for the periods indicated:


	For the Three Months Ended September 30, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	242,569	$	178,292	$	88,676	$	69,524	$	579,061
Asset-based fees	197,515		—		—		—		197,515
Non-recurring	11,076		3,878		1,449		447		16,850
Total	$	451,160	$	182,170	$	90,125	$	69,971	$	793,426


	For the Nine Months Ended September 30, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	711,546	$	517,828	$	258,440	$	206,656	$	1,694,470
Asset-based fees	559,002		—		—		—		559,002
Non-recurring	37,188		14,230		5,215		1,826		58,459
Total	$	1,307,736	$	532,058	$	263,655	$	208,482	$	2,311,931


	For the Three Months Ended September 30, 2024
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	223,945	$	168,150	$	81,536	$	62,991	$	536,622
Asset-based fees	168,622		—		—		—		168,622
Non-recurring	12,315		4,226		2,107		813		19,461
Total	$	404,882	$	172,376	$	83,643	$	63,804	$	724,705


	For the Nine Months Ended September 30, 2024
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	653,929	$	490,829	$	235,954	$	190,434	$	1,571,146
Asset-based fees	482,162		—		—		—		482,162
Non-recurring	39,855		11,508		5,428		2,520		59,311
Total	$	1,175,946	$	502,337	$	241,382	$	192,954	$	2,112,619

The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2024)	$	820,709	$	1,123,423
Closing (September 30, 2025)	745,852		974,662
Increase/(decrease)	$	(74,857)	$	(148,761)


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2023)	$	839,555	$	1,083,864
Closing (September 30, 2024)	643,807		942,840
Increase/(decrease)	$	(195,748)	$	(141,024)

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $239.0 million and $1,029.7 million for the three and nine months ended September 30, 2025, respectively, and $209.9 million and $915.5 million for the three and nine months ended September 30, 2024, respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in the amortization of deferred revenue to operating revenues, partially offset by an increase in billings. As of September 30, 2025 and December 31, 2024, the Company carried a long-term deferred revenue balance of $33.3 million and $32.2 million, respectively, in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:


	As of
	September 30,
(in thousands)	2025
First 12-month period	$	1,027,715
Second 12-month period	653,406
Third 12-month period	321,332
Periods thereafter	215,898
Total	$	2,218,351

4. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, stock options, restricted stock units, performance stock units, and performance stock options.

The following table presents the computation of basic and diluted EPS:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Net income	$	325,386	$	280,901	$	917,636	$	803,613

Basic weighted average common shares outstanding	76,460		78,499		77,159		78,925
Effect of dilutive securities	119		230		131		234
Diluted weighted average common shares outstanding	76,579		78,729		77,290		79,159


Earnings per common share:
Basic	$	4.26	$	3.58	$	11.89	$	10.18
Diluted	$	4.25	$	3.57	$	11.87	$	10.15

5. ACQUISITIONS

On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors. Fabric is a part of the Analytics

operating segment. The aggregate purchase price for Fabric was $16.1 million and resulted in the recognition of $5.9 million of goodwill.

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The aggregate purchase price for Foxberry was $42.6 million and resulted in the

recognition of $23.9 million of goodwill.

The Fabric and Foxberry acquisitions each included contingent consideration as a component of the aggregate purchase price. The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of September 30, 2025, the fair value of the contingent consideration was $16.0 million, of which $9.5 million is included in “Other accrued liabilities” and $6.5 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

Changes in the Company’s Level 3 financial liabilities for the three and nine months ended September 30, 2025 and 2024, respectively, were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Beginning balance	$	15,707	$	27,746	$	28,647	$	—
Additions of contingent consideration(1)	—		—		—		27,240
Change in fair value	249		448		(3,057)		954
Payments	—		—		(9,634)		—
Ending Balance	$	15,956	$	28,194	$	15,956	$	28,194

(1)Reflects balance of contingent consideration at acquisition date fair value.

6. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table shows the changes in our goodwill balances from December 31, 2024 to September 30, 2025:


(in thousands)	Index		Analytics		Sustainability and Climate		All Other - Private Assets		Total
Goodwill at December 31, 2024	$	1,226,956	$	296,880	$	83,703	$	1,307,628	$	2,915,167
Foreign exchange translation adjustment	4,171		—		2,672		1,458		8,301
Goodwill at September 30, 2025	$	1,231,127	$	296,880	$	86,375	$	1,309,086	$	2,923,468

The Company completed its annual goodwill impairment test as of July 1, 2025 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also the Company’s operating segments, and no impairments were noted. The Company performed a test for impairment and determined that it was more likely than not that the fair

value of each reporting unit was greater than its carrying value. See Note 11, “Segment Information,” for further descriptions of the operating segments.

Intangible Assets, Net

The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Amortization expense of acquired intangible assets	$	20,781	$	26,066	$	70,798	$	77,226
Amortization expense of internally developed capitalized software	20,156		15,873		57,771		44,090
Total amortization of intangible assets expense	$	40,937	$	41,939	$	128,569	$	121,316

The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:


	September 30, 2025						December 31, 2024
(in thousands)	Gross intangible assets		Accumulated amortization		Net intangible assets		Gross intangible assets		Accumulated amortization		Net intangible assets
Customer relationships	$	716,182	$	(402,092)	$	314,090	$	715,020	$	(379,087)	$	335,933
Proprietary data	455,610		(137,467)		318,143		452,813		(104,980)		347,833
Acquired technology and software	258,181		(210,091)		48,090		256,794		(199,090)		57,704
Trademarks	209,090		(188,369)		20,721		209,090		(181,521)		27,569
Internally developed capitalized software	383,868		(235,301)		148,567		316,795		(178,221)		138,574
Total	$	2,022,931	$	(1,173,320)	$	849,611	$	1,950,512	$	(1,042,899)	$	907,613

The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2025 and succeeding years:


Years Ending December 31, (in thousands)	Amortization Expense
Remainder of 2025	$	40,713
2026	145,025
2027	113,279
2028	82,327
2029	70,705
Thereafter	397,562
Total	$	849,611

7. DEBT

As of September 30, 2025, the Company had outstanding an aggregate of $5.5 billion in senior unsecured notes (collectively, the “Senior Notes”) and $0.1 billion of revolving loans under the Revolving Credit Facility (as defined below) as presented in the table below:


		Principal Amount Outstanding at		Carrying Value at		Carrying Value at		Fair Value at		Fair Value at
(in thousands)	Maturity Date	September 30, 2025		September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	995,546	$	994,727	$	977,000	$	944,070
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		896,745		896,249		858,600		820,845
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		994,075		993,255		959,000		918,400
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		596,002		595,509		564,000		538,350
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		694,703		694,201		625,800		592,046
5.250% senior unsecured notes due 2035	September 1, 2035	1,250,000		1,230,700		—		1,257,500		—
Variable rate revolving loans (1)	August 20, 2030	100,000		100,000		336,875		99,000		333,506
Total debt		$	5,550,000	$	5,507,771	$	4,510,816	$	5,340,900	$	4,147,217

(1)As of September 30, 2025, there were $5.9 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility of which $1.2 million is included in “Prepaid and other assets,” and $4.7 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.

Maturities of the Company’s principal debt payments as of September 30, 2025 are as follows:


Maturity of Principal Debt Payments (in thousands)	Amounts
Remainder of 2025	$	—
2026	—
2027	—
2028	—
2029	1,000,000
Thereafter	4,550,000
Total debt	$	5,550,000

Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:


	Interest payment frequency	First interest payment date
Senior Notes and Revolving Loans
4.000% senior unsecured notes due 2029	Semi-Annual	May 15
3.625% senior unsecured notes due 2030	Semi-Annual	March 1
3.875% senior unsecured notes due 2031	Semi-Annual	June 1
3.625% senior unsecured notes due 2031	Semi-Annual	May 1
3.250% senior unsecured notes due 2033	Semi-Annual	February 15
5.250% senior unsecured notes due 2035(1)	Semi-Annual	March 1
Variable rate revolving loans(2)	Variable	October 22

(1)The first payment occurring on March 1, 2026.

(2)The first payment occurred on October 22, 2025.

The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.

Senior Notes. On August 8, 2025, the Company issued $1.25 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering. The 2035 Senior Notes mature on September 1, 2035. At

any time prior to June 1, 2035, the Company may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after June 1, 2035, the 2035 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On August 20, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement increases the aggregate revolving commitments to $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”) and extends the availability period until August 20, 2030. Prior to entering into the Credit Agreement, the Company applied the proceeds of its offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin determined based on the credit ratings of the Company’s senior, unsecured long-term debt. As of September 30, 2025, the applicable margin was 0.50% for Base Rate loans, and 1.50% for SOFR loans. At September 30, 2025, the interest rate on the revolving loans under the Revolving Credit Facility was 5.7%.

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At September 30, 2025, $48.1 million of the deferred financing fees, discount and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets”, $4.7 million of which is included in “Other non-current assets” and $42.2 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

8. LEASES

The components of lease expense (income) of the Company’s operating leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Operating lease expenses	$	7,932	$	9,339	$	23,134	$	24,133
Variable lease costs	265		275		780		1,894
Short-term lease costs	123		228		349		667
Sublease income	(665)		(904)		(1,982)		(2,650)
Total lease costs	$	7,655	$	8,938	$	22,281	$	24,044

Maturities of the Company’s operating lease liabilities as of September 30, 2025 are as follows:


Maturity of Lease Liabilities	Operating
(in thousands)	Leases
Remainder of 2025	$	6,720
2026	34,492
2027	28,071
2028	27,256
2029	17,268
Thereafter	42,810
Total lease payments	$	156,617

Less: Interest	(17,195)
Present value of lease liabilities	$	139,422


Other accrued liabilities	$	27,680
Long-term operating lease liabilities	$	111,742

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:


	As of
	September 30,		December 31,
Lease Term and Discount Rate	2025		2024
Weighted-average remaining lease term (years)	5.68		6.27
Weighted-average discount rate	4.17	%	4.06	%

Other information related to the Company’s operating leases are as follows:


Other Information	Nine Months Ended September 30,
(in thousands)	2025		2024
Operating cash flows used for operating leases	$	25,794	$	23,882
Right of use assets obtained in exchange for new operating lease liabilities	$	12,036	$	26,926

9. SHAREHOLDERS’ EQUITY (DEFICIT)

Return of capital

On October 28, 2024, the Board of Directors authorized a stock repurchase program (the “2024 Repurchase Program”) for the purchase of up to $1.5 billion worth of shares of MSCI’s common stock in addition to the $0.4 billion of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2024 Repurchase Program for a total of $1.9 billion of stock repurchase authorization available under the 2024 Repurchase Program.

Share repurchases made pursuant to the 2024 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

As of September 30, 2025, there was less than $0.1 billion of available authorization remaining under the 2024 Repurchase Program.

The following table provides information with respect to repurchases of the Company’s common stock made on the open market:


Nine months ended (in thousands, except per share data)	Average Price Paid Per Share		Total Number of Shares Repurchased	Dollar Value of Shares Repurchased(1)
September 30, 2025	$	559.44	2,703	$	1,512,260
September 30, 2024	$	500.52	880	$	440,265

(1)The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).

The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated:


	Dividends
(in thousands, except per share data)	Per Share		Declared		Distributed		(Released)/Deferred
2025
Three Months Ended March 31,	$	1.80	$	141,392	$	143,820	$	(2,428)
Three Months Ended June 30,	1.80		140,004		139,753		251
Three Months Ended September 30,	1.80		138,148		137,865		283

Total	$	5.40	$	419,544	$	421,438	$	(1,894)

2024
Three Months Ended March 31,	$	1.60	$	129,444	$	131,378	$	(1,934)
Three Months Ended June 30,	1.60		127,304		126,958		346
Three Months Ended September 30,	1.60		126,185		125,763		422

Total	$	4.80	$	382,933	$	384,099	$	(1,166)

Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the nine months ended September 30, 2025:


	Common Stock		Treasury	Common Stock
	Issued	Stock	Outstanding
Balance at December 31, 2024	134,079,855		(56,335,267)	77,744,588
Dividend payable/paid	45		—	45
Common stock issued and exercise of stock options	218,647		—	218,647
Shares withheld for tax withholding	—		(98,463)	(98,463)
Shares repurchased under stock repurchase programs	—		(263,051)	(263,051)
Shares issued to directors	14		(14)	—
Balance at March 31, 2025	134,298,561		(56,696,795)	77,601,766

Dividend payable/paid	—		—	—
Common stock issued and exercise of stock options	11,393		—	11,393
Shares withheld for tax withholding	—		(134)	(134)
Shares repurchased under stock repurchase programs	—		(250,818)	(250,818)
Shares issued to directors	2,080		948	3,028
Balance at June 30, 2025	134,312,034		(56,946,799)	77,365,235

Dividend payable/paid	—		—	—
Common stock issued and exercise of stock options	5,108		—	5,108
Shares withheld for tax withholding	—		(407)	(407)
Shares repurchased under stock repurchase programs	—		(2,189,289)	(2,189,289)
Shares issued to directors	11		(11)	—
Balance at September 30, 2025	134,317,153		(59,136,506)	75,180,647

10. INCOME TAXES

The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.9% and 21.3% respectively. The rate is primarily driven by favorable prior-year items in the current year, compared to unfavorable prior-year items in the preceding year.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was 17.0% and 19.1% respectively. The decrease is primarily driven by the benefit of prior-year refund claims in the current year, partially offset by a decrease in excess tax benefits recognized on share-based compensation vested.

On July 4, the “One Big Beautiful Bill Act” (“The Act”) was enacted in the United States. The Act includes many significant provisions, such as permanent extension of certain provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and restoration of expensing for domestic research and development, among others. Certain provisions of the Act are effective for the 2025 tax year. The enactment of the Act did not have a material impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025. Administrative guidance interpreting the Act will be released over coming quarters which the Company will continue to monitor.

11. SEGMENT INFORMATION

ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who together serve as the CODM, review financial information on an operating segment basis to make operational decisions and assess financial performance.

The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA. Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions. Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management’s compensation. The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI’s performance

against its competitors to evaluate segment performance. Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.

MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses: provision for income taxes; other expense (income), net; depreciation and amortization of property, equipment and leasehold improvements; amortization of intangible assets; and, at times, certain other transactions or adjustments. These may include impairments related to sublease of leased property and certain acquisition-related integration and transaction costs that the CODM does not consider when allocating resources among segments or assessing segment performance. While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.

Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results. Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures. Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments. Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge. Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.

The CODM does not receive information about total assets on an operating segment basis. Operating segments do not record intersegment revenues; therefore, none are reported. The accounting policies used for segment reporting are consistent with those applied to MSCI as a whole.

MSCI has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions. These are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate. The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.

The Index reportable segment provides equity and fixed income indexes. The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

The Analytics reportable segment provides risk management, performance attribution, and portfolio management content, applications and services. These offerings give clients an integrated view of risk and return, along with tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes and time horizons – short, medium and long term. Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms. Additionally, the Analytics segment offers various managed services to enhance client efficiency. These services include consolidating portfolio data from multiple sources, reviewing and reconciling input data and results, and providing customized reporting.

The Sustainability and Climate reportable segment provides products and services designed to help institutional investors understand the impact of sustainability and climate considerations on the long-term risk and return of their portfolios and individual security-level investments. This segment also offers data, ratings, research and tools to assist investors in navigating regulatory changes, meeting evolving client demands and integrating sustainability and climate factors into their investment processes.

The Real Assets operating segment delivers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. Its performance and risk analytics services range from enterprise-wide assessments to property-specific analysis. Additionally, the operating segment offers business intelligence products for real estate owners, managers, developers and brokers worldwide.

The Private Capital Solutions operating segment provides a suite of tools to support private asset investors in mission-critical workflows. These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities related to private capital investing.

The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Operating revenues
Index	$	451,160	$	404,882	$	1,307,736	$	1,175,946
Analytics	182,170		172,376		532,058		502,337
Sustainability and Climate	90,125		83,643		263,655		241,382
Total reportable segment operating revenues	723,455		660,901		2,103,449		1,919,665

All Other - Private Assets	69,971		63,804		208,482		192,954
Total operating revenues	793,426		724,705		2,311,931		2,112,619


Adjusted EBITDA expenses
Index	100,897		90,734		315,744		277,048
Analytics	92,132		82,089		273,384		258,166
Sustainability and Climate	55,319		53,654		173,351		166,372
Total reportable segment Adjusted EBITDA expense	248,348		226,477		762,479		701,586


Adjusted EBITDA
Index Adjusted EBITDA	350,263		314,148		991,992		898,898
Analytics Adjusted EBITDA	90,038		90,287		258,674		244,171
Sustainability and Climate Adjusted EBITDA	34,806		29,989		90,304		75,010
Total reportable segment profitability	475,107		434,424		1,340,970		1,218,079


Plus:
All Other - Private Assets(1)	19,323		16,278		53,480		46,151
Less:
Amortization of intangible assets	40,937		41,939		128,569		121,316
Depreciation and amortization of property, equipment and leasehold improvements	5,803		4,332		15,934		12,639

Acquisition-related integration and transaction costs(2)	—		3,097		—		6,951
Operating income	447,690		401,334		1,249,947		1,123,324

Other expense (income), net	51,182		44,398		144,529		130,501
Income before provision for income taxes	396,508		356,936		1,105,418		992,823
Provision for income taxes	71,122		76,035		187,782		189,210
Net income	$	325,386	$	280,901	$	917,636	$	803,613

(1)Revenue less segment expenses from segments below the segment reporting thresholds are attributable to Private Capital Solutions and Real Assets operating segments. Private Capital Solutions and Real Assets operating segments do not meet any of the segment reporting thresholds for determining reportable segments.

(2)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.

Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Operating revenues
Americas:
United States	$	324,172	$	297,577	$	936,494	$	868,695
Other	34,847		32,631		105,108		95,976
Total Americas	359,019		330,208		1,041,602		964,671


Europe, the Middle East and Africa (“EMEA”):
United Kingdom	138,123		122,384		396,118		351,922
Other	175,413		157,739		515,842		466,701
Total EMEA	313,536		280,123		911,960		818,623


Asia & Australia:
Japan	32,534		28,833		94,775		84,377
Other	88,337		85,541		263,594		244,948
Total Asia & Australia	120,871		114,374		358,369		329,325


Total	$	793,426	$	724,705	$	2,311,931	$	2,112,619

Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:


	As of
	September 30,		December 31,
(in thousands)	2025		2024
Long-lived assets
Americas:
United States	$	264,778	$	253,072
Other	6,990		7,558
Total Americas	271,768		260,630


EMEA:
United Kingdom	20,127		17,632
Other	24,882		22,157
Total EMEA	45,009		39,789


Asia & Australia:
Japan	494		874
Other	29,870		27,601
Total Asia & Australia	30,364		28,475


Total	$	347,141	$	328,894

12. SUBSEQUENT EVENTS

On October 27, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending September 30, 2025 (“fourth quarter 2025”). The fourth quarter 2025 dividend is payable on November 28, 2025 to shareholders of record as of the close of trading on November 14, 2025.

On October 25, 2025, the Board of Directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $3.0 billion worth of shares of MSCI’s common stock (the “2025 Repurchase Program”), which supersedes and replaces the 2024 Repurchase Program. Share repurchases made pursuant to the 2025 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

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